2015 Annual General Meeting
SAFETY PAUSE 2
2015 Annual General Meeting
Property & Infrastructure Maintenance, building and operational services including: Painting Grounds maintenance and landscaping Specialist turf maintenance for golf and racing Corporate imaging and signage Building repair Electrical and lighting installation and repair Audio-visual, data and communications installation and repair Facility management and complete maintenance services Services provided to thousands of customers across most industries in Australia and New Zealand, often under long-term contracts and preventative maintenance programs. FY2015 FY2014 Revenue $807.6 million $751.9 million EBIT $32.4 million $28.0 million 4
New/renewed P&I contracts A new five year contact to maintain social housing in New Zealand. Renewal of the Western Australian social housing maintenance contract for the South West region, and the addition of two new regions, for an initial five years. Renewal of the facility management contract on Rottnest Island for a further five years, with the scope expanded to include all accommodation housekeeping. A new three year contract to maintain Fonterra’s logistics distribution centres in New Zealand. A new 14 year contract for maintenance and lifecycle refurbishment of the South Queensland Correctional Centre. A new contract with Coles to maintain its support office and state office facilities. Renewal of the estate services contract with Energy Australia at Yallourn Power Station for a further four years. A second PPP contract in New Zealand to maintain four schools for 25 years. A 39 year PPP contract to maintain student accommodation at Wollongong University. 5
Resources Maintenance, construction and operational services including: Maintenance Construction support Marine manning Vessel management Catering Services provided to many oil, gas and mining companies, both offshore and onshore across Australia and New Zealand. FY2015 FY2014 Revenue $247.5 million $306.9 million EBIT $20.1 million $24.4 million 6
Workforce Recruitment and labour hire services to all industry sectors, including: Mining and construction Industrial Manufacturing Infrastructure Transport Logistics Operates through a network of more than 30 branches across Australia and New Zealand, supported by extensive HSE management, industrial relations and payroll systems. FY2015 FY2014 Revenue $376.8 million $372.8 million EBIT $7.5 million $10.5 million 7
First Quarter Trading Update Our first quarter performance continued to reflect the major transition occurring in the economy, with strong growth in Property & Infrastructure revenue and earnings being offset by lower revenue and earnings in the Resources division. Our Workforce division’s trading remained similar to the second half of FY2015. Hence, as anticipated in our results announcement in May, the reduction in Resources earnings is expected to be offset in the year to March 2016 by continuing strong growth in earnings by our Property & Infrastructure division. 8
Strategy To achieve our vision, we have a plan built on four key components: Safety People and culture Systems and integration Growth 9
Strategic rationale for Skilled acquisition Market leadership : Greater market recognition; and opportunity to improve customer service, risk management and contract performance. Increased scale : Significantly increased scale for both groups’ staffing, maintenance and facility management activities allowing lower unit costs and enhanced organic growth opportunities. Enhanced capability : Ability to compete for larger contracted outsourcing opportunities that are emerging in the marketplace. Improved earnings diversity : Benefits from improved geographic, sector and customer diversification, providing greater resilience to external challenges and reduced exposure to specific geographic areas, market segments or customers. Complementary customer bases : Limited customer overlap and good opportunities to sell further services across all customers of the combined group. Significant synergies : More than $20 million of pre-tax synergies within 12 months of the transaction, with a plan to capture further synergies thereafter. Conservative capital structure : A balance sheet with appropriate leverage and funding flexibility to support organic growth and acquisition opportunities. Strong financial metrics : Expected to be materially earnings-per-share accretive. Greater trading liquidity and equity market benefits : A pro-forma market capitalisation of approximately $700 million and likely inclusion in the S&P/ASX 200 index, thereby attracting a greater level of investor interest and trading liquidity. 10
Maintenance and Facility Management Programmed/Skilled combined Segment overview Financial contribution 1 Programmed has a large maintenance and FY2015 REVENUE c$1.1bn facility management business and is well advanced in building a strong presence in the PPP infrastructure market. Skilled has an engineering maintenance Skilled 25% Programmed business focused in the manufacturing, 75% industrial and mining markets. Highly cash generative businesses with relatively stable long-term revenue streams. Combination will provide improved diversity for both sets of shareholders. Enhanced ability to compete for larger contracted outsourcing opportunities that are emerging in the marketplace. 11 1. Programmed segment revenue based on FY15 results. Skilled segment revenue based on FY15 broker consensus forecasts. Includes Skilled Engineering and Marine less $250m. FY15 revenue assumption reflecting contribution from Ativo and Thomas and Coffey.
Marine Programmed/Skilled combined Segment overview Financial contribution 1 FY2015 REVENUE Programmed offers outsourced vessel c$0.8bn management, manning and logistics services. Programmed 30% Skilled operates a number of vessels as well as providing outsourced vessel management, manning and logistics services. The businesses are complementary in key port locations in Northern Australia and New Zealand. Skilled 70% Combination better positioned to manage a lower oil price environment. 1. Programmed segment revenue based on FY15 results. Skilled segment revenue based on FY15 broker consensus forecasts. Includes 12 Skilled Engineering and Marine segment forecasts less $275m. FY15 revenue assumption reflecting contribution from Ativo and Thomas and Coffey.
Staffing Programmed/Skilled combined Segment overview Financial contribution 1 FY2015 REVENUE Significantly enhances scale. c$1.5bn Lower unit costs. Programmed 25% Can leverage existing technology investments. Improved risk management . Opportunity to sell Skilled white collar services to Programmed customers. Skilled 75% 1. Programmed segment revenue based on FY15 results. Skilled segment revenue based on FY15 broker consensus forecasts. Includes 13 Skilled Workforce and Technical Professionals .
Vision for the combined group Programmed’s vision is to create a stronger, more efficient and more competitive provider of staffing, maintenance and facility management services. We will be further diversified across all sectors of the economy and better positioned to take advantage of growth opportunities. 14
FINANCIAL REPORTS To consider the Financial Report, the Directors’ Report and the Auditor’s Report for the year ended 31 March 2015. 15
Resolution 1 RESOLUTION 1- ADOPTION OF REMUNERATION REPORT To consider and, if thought fit, pass the following ordinary resolution: “That the remuneration report (which forms part of the Directors’ report for the year ended 31 March 2015) be adopted. ” Note: Although the vote on this Resolution is advisory only and does not bind the Directors or the Company, a “no” vote of 25% or more would have consequences in terms of delivering a “strike” to the Company under the Corporations Act. 16
Resolution 1 continued ADOPTION OF REMUNERATION REPORT For: 59,347,576 Against: 1,025,655 Abstain: 179,319 At the Proxies’ Discretion: 480,339 * Please note that the numbers detailed above may include proxies that have been suspended due to the attendance and voting of the appointing shareholders at the meeting. 17
Resolution 2 RESOLUTION 2 - RE-ELECTION OF EMMA STEIN AS A DIRECTOR To consider and, if thought fit, pass the following ordinary resolution: “ That Ms Emma Stein, who is retiring from the office of Director by rotation in accordance with the Company’s Constitution, and being eligible, offers herself for re-election, be re-elected as a Director of the Company ” . 18
Resolution 2 continued RE-ELECTION OF EMMA STEIN AS A DIRECTOR For: 53,398,472 Against: 7,366,525 Abstain: 173,273 At the Proxies’ Discretion: 464,687 * Please note that the numbers detailed above may include proxies that have been suspended due to the attendance and voting of the appointing shareholders at the meeting. 19
Resolution 3 RESOLUTION 3 - RE-ELECTION OF ROBERT MCKINNON AS A DIRECTOR To consider and, if thought fit, pass the following ordinary resolution: “ That Mr Robert McKinnon, who is retiring from the office of Director by rotation in accordance with the Company’s Constitution, and being eligible, offers himself for re-election, be re-elected as a Director of the Company ” . 20
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